Nokia draft details exchange offer for Alcatel-Lucent’s convertibles

By Wendy Van Sickle

Columbus, Ohio, Oct. 29 – Nokia filed its draft public exchange offer document with the French stock market authority detailing its offer to swap Alcatel-Lucent’s Oceane convertible bonds for Nokia shares, according to a Nokia announcement.

For each series of convertible bonds, the exchange ratio is expected to be 0.55 times the number of Alcatel-Lucent ordinary shares issuable upon conversion of each bond of that series at the conversion ratio, which will be adjusted as a result of the proposed public exchange offers. Two simultaneous offers are expected to take place, one in France and one in the United States.

Nokia said it expects to open the exchange offers on Nov. 18 and gave the following estimated offer rates for the convertibles based on that date:

• 0.6930 Nokia share for one tendered Alcatel-Lucent 2018 Oceane;

• 0.7040 Nokia share for one tendered Alcatel-Lucent 2019 Oceane; and

• 0.7040 Nokia share for one tendered Alcatel-Lucent 2020 Oceane.

Nokia said it expects the exchange offer to close on Dec. 22 and settle on Jan. 7. Assuming the exchange offers are successful, Nokia expects to reopen the offers on Jan. 14. Those offers would close Feb. 3 and settle on Feb. 12.

Alcatel-Lucent’s board of directors “unanimously determined that Nokia’s public exchange offer is in the best interest of Alcatel-Lucent, its employees and its stakeholders” and recommended all Oceane holders tender their convertibles under the offer, according to the Nokia statement.

As previously reported, the new Nokia shares issued under the exchange offer will be fungible with existing listed Nokia shares.

Holders may choose not to participate in the exchange offer. They will also be able to convert their bonds into Alcatel-Lucent shares.

Holders will also have a put option in the event of a change of control, which would occur if Nokia owns more than 50% of Alcatel-Lucent’s voting rights following the exchange offer or more than 40% if no other shareholder owns a higher percentage.

Espoo, Finland-based Nokia is a wireless telecommunications equipment maker. Paris-based Alcatel-Lucent is a voice, data and video communication services provider.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.